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                                                                      EXHIBIT 14























                                   AMTROL INC.
                             BUSINESS CONDUCT POLICY

















                                OCTOBER 2005/2006


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                            PRESIDENT'S STATEMENT ON
                       BUSINESS CONDUCT AND RESPONSIBILITY


     AMTROL INC. ("AMTROL" OR THE "COMPANY") CONDUCTS ITS BUSINESS IN AN ETHICAL
MANNER, WITH INTEGRITY, TRUST, RESPECT AND FAIR DEALING. ALTHOUGH THESE VALUES
SHOULD GOVERN OUR CONDUCT IN EVERY DECISION WE MAKE THAT AFFECTS AMTROL, IT
HELPS TO REITERATE, PERIODICALLY, THE COMPANY'S BUSINESS CONDUCT POLICY.

     THIS BOOKLET DETAILS OUR BUSINESS CONDUCT POLICY (THE "POLICY") AND
SUMMARIZES OUR RESPONSIBILITIES TO THE COMPANY AND OTHERWISE TO ENGAGE IN
ETHICAL AND LEGAL BUSINESS. NO BUSINESS CONDUCT POLICY CAN ADDRESS EVERY
SITUATION OR HAVE EVERY ANSWER. THE POLICY DOES NOT ENCOMPASS EVERY LEGAL AND
BUSINESS ETHICS REQUIREMENT. FROM TIME TO TIME, THE COMPANY MAY DISTRIBUTE MORE
DETAILED POLICY AND PROCEDURE STATEMENTS ON CERTAIN SUBJECTS. IF YOU HAVE
QUESTIONS OR CONCERNS ABOUT WHAT IS ETHICAL OR PROPER BUSINESS CONDUCT, YOUR
MANAGER IS USUALLY A SOUND FIRST SOURCE OF INFORMATION AND GUIDANCE.
ADDITIONALLY, THE COMPANY CAN PROVIDE YOU WITH ACCESS TO CORPORATE EXPERTS OR
COUNSEL WITH WHOM YOU CAN CONSULT.

     EVERYONE WHO RECEIVES THE POLICY MUST CERTIFY AT LEAST ONCE A YEAR THAT
THEY HAVE RECENTLY READ THE POLICY AND UNDERSTAND THEIR OBLIGATIONS UNDER IT. IF
YOU FAIL TO CERTIFY THIS, THEN YOU WILL BECOME SUBJECT TO DISCIPLINARY ACTION
AND TERMINATION OF EMPLOYMENT. IF YOU HAVE ANY QUESTIONS AT ALL ABOUT THE POLICY
AND YOUR RESPONSIBILITIES UNDER IT, YOU SHOULD DISCUSS THEM WITH OUR COMPANY
COUNSEL, CHIEF FINANCIAL OFFICER, OR WITH ME. IF YOU KNOW OF OR SUSPECT
ACTIVITIES THAT MAY INVOLVE UNETHICAL OR UNLAWFUL CONDUCT OR THAT MAY CONSTITUTE
A VIOLATION OF THE POLICY, YOU MUST REPORT THEM TO THE COMPANY COUNSEL, VICE
PRESIDENT OF HUMAN RESOURCES, OUR CHIEF FINANCIAL OFFICER OR ME. IN ADDITION,
YOU MAY CHOOSE TO REPORT THE MATTER ANONYMOUSLY AND CONFIDENTIALLY BY SUBMITTING
IT, IN WRITING, WITH AS MUCH DETAIL AS POSSIBLE, TO THE COMPANY'S COUNSEL. YOU
ALSO MAY NOTIFY A MEMBER OF THE COMPANY'S BOARD OF DIRECTORS. AMTROL WILL NOT
RETALIATE OR DISCRIMINATE AGAINST ANYONE WHO REPORTS IN GOOD FAITH A SUSPECTED
OR KNOWN VIOLATION.

     PLEASE REVIEW THE POLICY PRESENTED HERE AND USE IT IN YOUR DAY-TO-DAY
BUSINESS AFFAIRS.



                                        AL INDELICATO
                                        PRESIDENT







                                      -2-
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         NOTE:    THIS BUSINESS CONDUCT POLICY IS PROMULGATED FOR THE SOLE AND
                  EXCLUSIVE BENEFIT OF AMTROL INC. IT MAY NOT BE USED OR RELIED
                  UPON BY ANY THIRD PARTIES AND DOES NOT CREATE ANY EMPLOYMENT
                  RIGHTS OR EMPLOYMENT CONTRACT OF ANY KIND. THIS POLICY
                  SUPERSEDES ALL PRIOR POLICIES RELATING TO THE SAME SUBJECT
                  MATTER AS DOES THIS POLICY BOOKLET. ALSO NOTE THAT THIS
                  COMPILATION MAY BECOME OUT-OF-DATE. CONSULT OUR HUMAN
                  RESOURCES DEPARTMENT TO ENSURE THAT THIS VERSION IS THE MOST
                  CURRENT POLICY ISSUED BY THE COMPANY AND THAT CURRENT LEGAL
                  REQUIREMENTS ARE INCLUDED OR OTHERWISE AVAILABLE TO YOU.












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                                TABLE OF CONTENTS



I.       CORPORATE BUSINESS CONDUCT POLICY..................................  6

II.      ENFORCEMENT OF THE POLICY..........................................  6

         Reporting of Violations............................................  6

         Discipline for Violations..........................................  7

III.     ANTITRUST COMPLIANCE...............................................  8

         Violations of the Policy...........................................  8

         Specific Compliance Requirements...................................  9

         Antitrust Guidelines............................................... 12

IV.      ENVIRONMENT, SAFETY AND HEALTH..................................... 14

V.       EQUAL OPPORTUNITY & LABOR AND EMPLOYMENT LAW....................... 15

VI.      POLITICAL CONTRIBUTIONS............................................ 16

VII.     GOVERNMENT CONTRACTING, IMPROPER PAYMENTS & GIFTS.................. 16

VIII.    U.S. LEGAL CONTROLS ON INTERNATIONAL COMMERCE...................... 18

         Boycotts........................................................... 18

         Export Controls & Commodity and Technical Data Controls............ 20

         Treasury Embargo Controls.......................................... 21

         N.A.F.T.A.......................................................... 21


IX.      BRIBERY PROVISIONS OF FOREIGN CORRUPT PRACTICES ACT
         AND RELATED LAWS................................................... 21


X.       RECORDS RETENTION.................................................. 24


XI.      INTELLECTUAL AND PROPRIETARY PROPERTY.............................. 25




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XII.     INTEGRITY OF FINANCIAL RECORDS..................................... 26


XIII.    CONFLICTS OF INTEREST & DUTIES OF LOYALTY.......................... 27

         Specific Policy Applications....................................... 27


XIV.     SPECIAL EMPLOYEE OBLIGATIONS....................................... 28












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                      I. CORPORATE BUSINESS CONDUCT POLICY

     THERE IS ONE BASIC OVERRIDING PRINCIPLE OF BUSINESS CONDUCT TO WHICH EACH
EMPLOYEE AND AMTROL INC. ("AMTROL" OR THE "COMPANY") AGENT IS EXPECTED TO
ADHERE:

     COMPLIANCE WITH APPLICABLE LAWS - NO ONE SHOULD AT ANY TIME TAKE ANY ACTION
ON BEHALF OF THE COMPANY WHICH VIOLATES ANY LAW OR REGULATION. SECTIONS III-XIV
OUTLINE BASIC REQUIREMENTS OF THE LAWS RELATING TO ANTITRUST, POLITICAL
CONTRIBUTIONS, EQUAL EMPLOYMENT, ENVIRONMENT, SAFETY AND HEALTH, CONTROLS ON
INTERNATIONAL COMMERCE, CONFLICTS OF INTEREST, INTELLECTUAL PROPERTY AND CERTAIN
OTHER MATTERS. HOWEVER, THIS BUSINESS CONDUCT POLICY (THE "POLICY") IS NOT
LIMITED TO THE POLICIES, PROCEDURES AND MAJOR LAWS OUTLINED WITHIN IT, BUT
EXTENDS TO RELATED AND SEPARATELY PUBLISHED COMPANY POLICIES AND PROCEDURES
(INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S EMPLOYEE HANDBOOK) AS WELL AS ALL
OTHER LAWS AND REGULATIONS APPLICABLE TO COMPANY OPERATIONS.

     BEYOND THIS OVERRIDING PRINCIPLE, WE AS A COMPANY MUST OPERATE HONESTLY
WITH EACH OTHER, OUR CUSTOMERS AND OTHERS WITH WHOM WE DEAL. ALL RELATIONSHIPS
AND COMMUNICATIONS WITH GOVERNMENTAL INSTITUTIONS MUST ALSO BE HONEST AND
FORTHRIGHT.

                          II. ENFORCEMENT OF THE POLICY

     It is the responsibility of every employee, agent and representative of the
Company to comply with all provisions of this Policy. (For ease of reference,
officers, consultants, agents, representatives and temporary workers are all
referred to as "employees" in this Policy.) Each of you is responsible for your
own compliance, and supervisory personnel are responsible for compliance of
their subordinates. The Company has three Compliance Officers to whom you can
direct any questions or concerns about the Policy - the Company's Counsel, to
whom you should direct legal questions as well as concerns about known or
suspected unlawful actions and the Vice President of Human Resources and
Company's Chief Financial Officer, to whom you should direct all other
compliance questions or concerns. If you feel you cannot speak to these
Compliance Officers, you may contact the Company President. If you prefer to
raise your questions or concerns anonymously, you may submit them in writing,
with as much detail as possible, to the Company's Counsel. You also may contact
a member of the Company's Board of Directors.

     REPORTING OF VIOLATIONS. If you know or suspect a violation of this Policy,
the Company's related policies or procedures or other state or federal laws, you
must report that information immediately to your supervisor or one of the
Corporate Compliance Officers. If you believe the person to whom you reported
the suspected violation has not taken appropriate action, you must contact the
Company President. If you prefer to speak to someone in confidence and
anonymously, you may submit your concerns in writing, with as much detail as
possible, to the Company's Counsel. You also may contact a member of the
Company's Board of Directors.

     If you are involved in the suspected violation, when the Company conducts
its investigation and determines whether disciplinary action is warranted, it
will consider the fact







                                      -6-
<PAGE>


that you reported it, together with the degree of cooperation displayed by you
and whether the violation is intentional or unintentional.

     No one who reports a violation, in good faith, will be made to suffer
public embarrassment or be subject to retaliation of any kind. Any employee of
the Company responsible for reprisals of this sort against a good faith reporter
of a suspected violation is subject to disciplinary action, including
termination where appropriate. In addition, anyone who knowingly submits a false
report of a violation, does so in violation of this Policy and is subject to
disciplinary action, including termination where appropriate.

     It is imperative that reporting employees NOT conduct their own
investigations, which may involve complex legal issues. Acting on your own may
compromise an investigation's integrity and adversely affect both you and the
Company. The Company's Counsel is responsible for investigating any suspected
violations of the Policy, related Company policies and procedures and federal or
state law.

                            DISCIPLINE FOR VIOLATIONS

     Failure to comply with this Policy, related Company policies and other laws
can have severe consequences for both the individuals involved and the Company.
Accordingly, the Company will impose appropriate discipline for violations
including, where appropriate, termination of employment and forfeiture of
benefits. Conduct that violates the Policy and related Company policies may also
violate federal or state law and may subject the individuals involved to
prosecution, imprisonment and fines. Failure of an individual to comply with the
Policy, related Company policies or other laws may result in referral by the
Company to the appropriate law enforcement agency or regulatory body for
criminal prosecution or other government enforcement activity as well as
reimbursement to the Company, the government or any other person or entity for
any losses or damages resulting from the violation of Company policy and/or law.

     To summarize, disciplinary action may be taken:

     -    Against employees who authorize or participate directly and, in
          certain circumstances, indirectly in actions that violate applicable
          laws and regulations and this Policy and related Company policies and
          procedures.

     -    Against employees who fail to report a violation of applicable laws or
          regulations, this Policy or the Company's related policies or
          procedures or who withhold information concerning a violation of which
          they may become aware or should have become aware.

     -    Against the violator's supervisors, to the extent that the
          circumstances of the violation reflect inadequate supervision or lack
          of diligence by the supervising personnel.

     -    Against Company personnel who attempt to retaliate, directly or
          indirectly, or encourage others to do so against an employee who, in
          good faith, reports a violation of this Policy, related Company
          policies and procedures or other laws.





                                      -7-
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     -    Against employees who knowingly make a false report of a violation.

     As with all matters involving disciplinary action, principles of fairness
will guide the Company. Employees believed to have violated Company policy or
other laws will be given a fair and full opportunity to explain their actions
before the Company takes disciplinary action against them.

                            III. ANTITRUST COMPLIANCE

     AMTROL's antitrust policy is to compete vigorously, fairly and in
compliance with all applicable antitrust and competition laws. No employee will
act in any manner that is inconsistent with this Policy, will qualify or
compromise it, or will authorize or condone violations. Failure to comply with
the Policy risks the reputation and success of the Company and its employees,
and, depending on the circumstances, can result in severe penalties. Managers
and supervisors are responsible for exercising care, diligence and leadership to
assure that employees reporting to them fully comply with this Policy.
Additionally, each employee is responsible for adhering to and reporting any
violations of the Policy.

     Violations of the antitrust laws constitute a felony and criminal
conviction can result in imprisonment up to three years and fines up to or
beyond $350,000 for individuals and $10 million for corporations - recently, a
fine of $500 million was imposed on a company. Private lawsuits may result in an
award of triple the damages proved, plus costs and attorneys' fees. Violation of
the antitrust laws also may result in the imposition of broad injunctive relief
that could severely limit the Company's business freedom. The costs in time,
reputation and lost business can be staggering. Even when a company is found not
to have violated the antitrust laws, the costs of legal counsel and the drain on
employees' time can be enormous. On the other hand, prompt reporting of a
suspected problem can assist AMTROL in addressing it early - the government has
amnesty programs that reduce or eliminate some of these consequences for
companies who learn of troublesome conduct and take swift action to stop it.

     AMTROL does not expect you to become an expert on the antitrust laws.
However, you must have an understanding of basic antitrust concepts, you must be
able to recognize problem areas, you must strictly follow this Policy and you
must consult with either the Company Counsel or another Compliance Officer
whenever you have any question whatsoever.

                            VIOLATIONS OF THE POLICY

     Intentional violation of this Policy will result in discipline, up to and
including immediate termination. Disciplinary action will also be taken against
any employee who intentionally withholds information about a violation or fails
to report a violation and against any manager if the circumstances reflect
inadequate leadership and lack of diligence in the enforcement of this Policy.

     Any employee who has information leading the employee to believe that this
Policy is being or may be violated must disclose the information to AMTROL's
Counsel and/or another Compliance Officer. Efforts will be made to hold the name
of the employee presenting the information in confidence, except to the extent
necessary to follow up on it. No disciplinary










                                      -8-
<PAGE>

action will be taken against any employee for reporting a potential antitrust
violation in good faith, even if it is determined that no violation has
occurred, although the underlying conduct may still result in disciplinary
action.

     If any employee is accused of violating the antitrust laws after relying in
good faith on the advice of AMTROL's Counsel, no disciplinary action will be
taken by the Company against the employee. AMTROL will do everything in its
power to assist in the employee's legal defense.

                        SPECIFIC COMPLIANCE REQUIREMENTS

     The primary goal of the antitrust laws is to protect free competition
within the United States. To accomplish this, the laws generally prohibit any
agreement that restrains trade and unilateral activities that restrict
competition. The courts interpret the term "agreement" very broadly. It includes
everything from a casual understanding to a formal contract. Since the written
laws do not relate these terms to specific business practices, the courts have
taken it upon themselves to do so. A few practices (such as price fixing, bid
rigging and market allocation agreements) have been considered to be so bad
that, no matter what the motive, they are always illegal ("per se"). All others
are judged on a case-by-case basis and only become illegal if the
anticompetitive effects outweigh the "reasonable" business justification ("rule
of reason").

     The following compliance requirements are based on this court-made law and
are designed to minimize the Company's antitrust exposure. For simplicity they
are divided into four general categories:

             RELATIONSHIPS WITH COMPETITORS, CUSTOMERS AND SUPPLIERS

     THE PER SE VIOLATIONS: There are certain practices -- all involving contact
with competitors -- that are called per se violations of the antitrust laws.
These are so dangerous that the Company's policy is to avoid contact with
competitors as much as possible:

     The following are the practices that, regardless of motive, should NEVER be
done:

     1.   In dealing with competitors, AMTROL employees must not in any way
          provide or receive information to or from a competitor, or enter into
          any understanding or agreement with a competitor, which relates to
          price, terms or conditions of sale, distribution, costs, profits,
          deliveries, production capacity or facilities capacity utilization,
          market shares, current or future business conditions, sales
          territories or customers unless:

          A.   The communication is an essential part of a buyer-seller or joint
               venture relationship between AMTROL and the competitor and has
               been approved by Senior Management and/or the Company's Counsel,
               or

          B.   Communication of the information is necessary for an industry
               standardization program which has been reviewed by Company
               Counsel, or






                                      -9-
<PAGE>


          C.   In the opinion of Company Counsel, communication of the
               information would not violate the antitrust laws.

     2.   AMTROL employees must not attend any informal or secret meeting with
          competitors. In addition, unless formal trade association procedural
          requirements are followed, AMTROL employees must not attend any
          informal meeting of competitor members of a trade association where
          business matters are discussed.

     3.   If an AMTROL representative to a trade association meeting becomes
          aware that improper subjects are being discussed, the representative
          must object immediately, prominently and unequivocally, leaving the
          meeting if necessary, and make a prompt report of the incident to
          Company Counsel.

     THE RULE OF REASON VIOLATIONS: The following common business practices are
regulated by the antitrust laws and may be legal or illegal depending on the
circumstances. They are generally referred to as "rule of reason" violations.
Because the rules are complex and the costs of being wrong can still be serious
or even catastrophic, AMTROL's policy is that these practices may not be
followed unless there has been a prior review by Senior Management and in
paragraphs 1, 2, 5 and 6, Company Counsel.

     1.   Restricting the price, terms or other conditions of sale upon which a
          broker or customer may resell AMTROL products; reaching an agreement
          with a broker that dictates the price or sets a minimum price above
          which it must resell is particularly serious. [This does not apply to
          an agent who does not buy and resell.]

     2.   Requiring a broker or customer to purchase one AMTROL product in order
          to be able to purchase another.

     3.   Terminating an established relationship with a broker, agent, or
          customer, for other than credit reasons.

     4.   Offering special price schedules, discounts, sale terms, rebates,
          credit terms, promotional allowances or promotional assistance to any
          customer without making the same available, on a proportionately equal
          basis, to that customer's competitors, except to meet a competitive
          offer.

     5.   Conditioning the sale of AMTROL products on the prior agreement of the
          customer to refrain from buying competitive products.

     6.   Making false or deceptive statements about AMTROL products or
          competitor's products.

     7.   Using the purchasing power of AMTROL with its suppliers to force those






                                      -10-
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          suppliers to purchase AMTROL products.

     BASIC PRINCIPLES: Avoid ALL contact with competitors, unless:

     1.   THE CONTACT IS SOCIAL/FAMILY AND ABSOLUTELY NO BUSINESS IS DISCUSSED
          OR;

     2.   THE CONTACT IS NECESSARY FOR PURPOSES OF AMTROL'S LEGITIMATE BUSINESS
          (I.E., LEGITIMATE TRADE MEETING, DEALING WITH A CUSTOMER OR VENDOR WHO
          ALSO HAPPENS TO BE A COMPETITOR) AND DISCUSSION IS STRICTLY LIMITED TO
          THE LEGITIMATE PURPOSE.

     WHEN IN DOUBT, AVOID THE CONTACT UNLESS IT HAS BEEN CLEARED BY THE
COMPANY'S COUNSEL. REMEMBER THAT PHONE CALLS AND EMAILS ARE "CONTACTS" TOO - AND
THAT THERE ARE ALWAYS RECORDS OF SUCH CONTACTS. AVOID THEM ALL.

                              UNILATERAL ACTIVITIES

     The antitrust laws cover some unilateral activities. Primarily these
involve the unfair use of economic or market power to gain or maintain market
share. Any practice that would possibly be viewed as leveraging AMTROL's market
power to gain or maintain market share or to injure competitors must be reviewed
in detail with Company Counsel before implementation.

                    ACQUISITIONS, MERGERS AND JOINT VENTURES

     Due to the complexity of the rules covering acquisitions, mergers and joint
ventures, and the need to submit all relevant information (including proprietary
or confidential reports, projects, analyses, and market studies) to the
Department of Justice and Federal Trade Commission, no AMTROL employee may enter
into serious discussions with a potential partner or acquisition candidate or
prepare substantive written reports relating to these transactions without first
consulting Company Counsel.

                INTERNATIONAL OPERATIONS & FOREIGN ANTITRUST LAW

     United States antitrust laws apply to any transaction that "affects" U.S.
commerce - therefore, many of the principles discussed in this Policy apply
equally to the conduct of business outside of the United States. However, many
countries have or are developing stricter requirements with respect to many
types of business practices, including distribution agreements; patent,
copyright and trademark licenses, rebates and discounts, pricing policies and
other areas. At a minimum, AMTROL employees should assume that this Policy
applies to all global transactions and operations. Further, you must obtain a
compliance determination with respect to any foreign trade activities that could
be impacted by either foreign antitrust requirements or those of the United
States.







                                      -11-
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                              ANTITRUST GUIDELINES

     The majority of the specific rules related to antitrust in this Policy can
be summarized into a series of "do's" and "don'ts." These are not a substitute
for a thorough understanding of the various subjects, but they do cover most of
the areas that can present serious antitrust problems.

     1.   Competition

     DO compete vigorously and independently at all times in an ethical manner.
Avoid any marketing, advertising or other program that could be characterized as
unfair or deceptive.

     DON'T enter into any agreement, "gentlemen's understanding" or discussion
with any competitor concerning the following subjects:

     -    prices or discounts

     -    terms or conditions of sale, including credit terms

     -    profits, profit margins or costs

     -    shares of the market

     -    present or future business conditions or strategy and plans

     -    distribution practices or channels

     -    bids or the intent to bid

     -    selection, classification, rejection or termination of customers or
          classes of customers

     -    sales territories or markets

     -    exchange of competitive information

     -    capacity utilization

     -    customers

     -    any other matter inconsistent with complete freedom of action and
          independence of the company in the conduct of its business.

     2.   Competitive Information

     DO obtain as much information as you can about competitors, and

     -    DO ask CUSTOMERS for competitive information

     -    DON'T obtain information about competitors (especially prices)
          directly from the competitors

     -    DO always include the source from which competitive information was
          obtained whenever writing any document regarding such information,
          such as the SPA (and do record the date and source of a competitor's
          price information if it is in a document obtained from a third party
          like a customer)

     DON'T attend meetings with competitors (including trade association
meetings) at which prices or any of the other subjects listed in guideline
number one are discussed. If these subjects come up, leave the meeting
immediately, make sure your departure is noted in the minutes of the meeting and
report the discussion to the Company's Counsel.








                                      -12-
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     DO avoid social and other informal contacts with competitors where
possible. If a situation arises where a competitor wishes to discuss any of the
subjects listed in guideline number one, let the competitor know that it is
against AMTROL policy. If the competitor persists, terminate the conversation
immediately, rudely if necessary, and report the conversation to the Company's
Counsel.

     3.   Agreements with vendors, brokers, agents, or customers

     DO consult with Senior Management or Legal Counsel before entering into any
agreement, understanding or discussion with any customer (including brokers)
that would:

     -    restrict the prices or terms under which the broker or customer may
          resell

     -    restrict the territory or markets in which the broker or customer may
          resell

     -    restrict the customers or classes of customers to whom the broker or
          customer may resell

     -    prohibit or restrict the broker or customer from handling the products
          of a competitor

     -    require the broker or customer to purchase one product as a condition
          to your selling another

     -    require a broker or customer to purchase all of its requirements for a
          particular product from AMTROL or to deal exclusively with AMTROL.

     DON'T attempt to achieve any of the above results through the use of
pressure, threats of termination, discussions "behind the barn," poor service or
any other coercive tactic.

     DON'T enter into any agreement, understanding or discussion with any broker
or customer concerning the following without consulting with Senior Management
or Company Counsel:

     -    selection, classification, rejection or termination of other customers
          or classes of customers

     -    restrictions on AMTROL in determining what products to sell to whom,
          at what prices or in which territories or markets

     -    any other matter inconsistent with complete freedom of action and
          independence of Company Counsel and of the broker or customer in the
          conduct of their respective businesses.

     4.   Prices

     DO consult with Senior Management and/or Company Counsel before offering
different discounts, rebates or other price adjustments or different terms or
conditions of sale for the same product than those available to competing
customers on contemporaneous sales under comparable conditions, except to meet
competition. NOTE: There is nothing necessarily illegal about different
customers getting different discounts or other conditions of sales. Moreover,
price discrimination does not violate the law unless it causes substantial
injury to competition.






                                      -13-
<PAGE>

     5.   Marketing

     DO consult with Senior Management and/or Company Counsel before furnishing
advertising or sales promotional material, promotional allowances or technical
services to one customer on contemporaneous sales under comparable conditions
unless you make the material or services available on a proportionately equal
basis to all competing customers.

     6.   Customer Terminations

     DO remember that terminations of agents, brokers or customers with whom
AMTROL has had a longstanding relationship should be done sensitively and
unilaterally.

     DON'T terminate such a customer, agent or broker for other than valid
credit reasons without first consulting with Senior Management and/or Company
Counsel.

     7.   Assistance

     DO contact your manager or a Compliance Officer, including Company Counsel,
for assistance in complying with these guidelines.

     DO contact a Compliance Officer, including Company Counsel, if you have any
questions regarding your responsibilities under this Policy or concerns
regarding possible violations.

                       IV. ENVIRONMENT, SAFETY AND HEALTH

     AMTROL is committed to being an environmentally responsible company and to
providing a safe and healthful workplace for its employees. The Company will
comply with all environmental, safety and health ("ESH") laws. Federal, state
and local environmental laws regulate the emission of pollutants into the
atmosphere, the discharge of pollutants into surface and ground waters, and the
handling and disposal of wastes. Important Federal laws in this area include the
Resource Conservation and Recovery Act which establishes a system for "cradle to
grave" management of hazardous wastes and the Clean Air and Clean Water Acts
which extend broad protection to air and water resources.

     Other laws also safeguard health, safety and the environment and it is
important that our Company complies with them. The Occupational Safety and
Health Act regulates both physical safety and exposure to conditions in the
workplace to prevent harm to employees. The Occupational Safety and Health Act
establishes specific industrial hygiene procedures, standards for communication
of precautions and hazards associated with substances that the Company uses or
produces and sells, required hazardous materials training and permissible
exposure limits for certain substances.

     The Toxic Substances Control Act regulates many products and raw materials.
Unless specifically exempted, every chemical the Company uses or sells must have
been listed on the Environmental Protection Agency's National Inventory of
Chemical Substances and Mixtures.









                                      -14-
<PAGE>

The Company may not manufacture or import a substance unless it is on the
Inventory or must submit a Premanufacture Notification to EPA at least ninety
days before the proposed manufacture or import. The Toxic Substances Control Act
also requires the Company to: (i) record all allegations of significant adverse
reactions to chemical substances and mixtures it uses or sells; and (ii)
promptly report to the Environmental Protection Agency any information that
reasonably supports the conclusion that a substance or mixture manufactured,
processed or sold by the Company presents a substantial risk of injury to health
or the environment.

     All permit applications must be complete and truthful and all permit
requirements carefully followed. Required environmental controls and apparatus
must never be by-passed except as allowed by and in compliance with law. Under
various laws, spills of oil or hazardous substances exceeding defined reportable
quantities, including spills to sewers and air emissions, must be reported
immediately to the National Response Center or to other agencies if they are not
covered by a permit. IF YOU HAVE ANY SPILL OR DISCHARGE NOT COVERED BY A PERMIT,
NOTIFY A COMPLIANCE OFFICER AND CALL COUNSEL IMMEDIATELY TO ENSURE THAT ALL
LEGAL REPORTING REQUIREMENTS ARE MET.

     It is the policy of the Company to design, manufacture and distribute
products and to handle and dispose of materials in compliance with all
applicable laws, rules and regulations including those enacted to protect the
environment and the safety of the public and individuals. In addition, community
"right to know" laws require that information be available to the public on
chemical uses and releases and submitted to relevant agencies - care must be
taken to make sure these requirements are properly met.

     Every employee is expected to strictly adhere to this policy. Managers have
a special obligation to keep informed about legal standards and requirements and
to inform higher management promptly of any adverse situation which may come to
their attention.

     The Company is committed to eliminating recognized hazards from the
workplace, providing its employees with appropriate safety training and
complying with all applicable occupational safety and health laws and standards.
You are required to report any adverse health or safety incidents or conditions,
including broken equipment or machinery, missing or broken guards and accidents
to the person responsible for safety at each facility or a Corporate Compliance
Officer. All such reports will be investigated promptly, and appropriate
corrective action will be taken.

     The laws and regulations in this area are complex, and violation can result
in severe criminal and civil penalties for the Company and also for individuals.
If you are faced with an environmental, health or safety issue, you should
contact a Compliance Officer, Company Counsel or designated legal counsel
immediately.


                 V. EQUAL OPPORTUNITY & LABOR AND EMPLOYMENT LAW






                                      -15-
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     AMTROL is committed to providing a work environment in which everyone is
treated with fairness, dignity and respect. The Company provides equal
employment opportunity for all employees on the basis of qualification and
merit. The Company will not discriminate on the basis of race, color, creed,
religion, national origin, age, disability, handicap, sex, sexual preference,
marital status or any other legally protected status in accordance with
applicable laws and regulations.

     The law forbids discrimination in employment on the basis of race or color,
religion, sex, sexual orientation, gender identity or expression, disability,
age, or country of national origin. In some jurisdictions in which AMTROL
operates other types of discrimination may be forbidden as well, and all
employees must comply with the posted Company policy and laws that apply to
them. All employees must refrain from any activity that is meant to cause or, in
fact, causes unlawful employment discrimination in any aspect of a person's
employment, including decisions concerning recruitment, hiring, placement,
transfer, demotion, promotion, training, compensation, employee benefits,
discipline and termination.

     The Company's working environment must be free of all forms of unlawful
discrimination, including sexual harassment. Sexual harassment may include
unwelcome sexual advances, requests for sexual favors and verbal, physical or
visual conduct or conditions of a sexual nature that have the effect of
unreasonably interfering with an employee's work performance or which create an
intimidating, hostile or offensive work environment. AMTROL prohibits any kind
of harassment by or against its employees.

     All employees must comply with applicable laws concerning labor and
employment, including those relating to wages and hours. Contact the Human
Resources department for specific policies, procedures and requirements relating
to employee matters.

                           VI. POLITICAL CONTRIBUTIONS

     Political contributions by corporations, whether by direct or indirect use
of corporate funds, property or services are prohibited by Federal law and the
laws of most states.

     While individual participation in the political process and in campaign
contributions is proper and is encouraged by the Company, an employee's
contribution must not be made, or even appear to be made, with the Company's
funds, or be reimbursed from the Company's funds; nor should the selection of a
candidate or of a party be, or seem to be coerced, by the Company. Fines and
jail sentences may be imposed on those who violate the political contribution
laws, and the Company may be fined. All solicitations of employees and
individuals associated with the Company for contributions to any political
action committee must be accompanied by an explanation that such contributions
are voluntary, that no one will be adversely affected as a result of his or her
decision not to contribute, and that political contributions are not tax
deductible.


                      VII. GOVERNMENT CONTRACTING, IMPROPER
                                PAYMENTS & GIFTS





                                      -16-
<PAGE>

     When AMTROL accepts government contracts, it has an obligation to ensure
that it administers those contracts and delivers its products and services in a
manner that fully complies with government contracting laws and regulations, as
well as its own high standards of honesty, integrity and excellence. Employees
must comply fully with all federal, state and local laws regulating government
contracting. Employees must comply with federal and state employment laws
applicable to federal or state contractors, such as federal Equal Employment
Opportunity and state human rights laws, and various federal and state laws
prohibiting discrimination against certain protected classes of people. Some of
the special rules that apply to federal government contractors include:

     -    Employees must comply with all rules that govern contractor conduct
          under Medicare, Medicaid and the Federal Employees Health Benefits
          Program.

     -    Managers and officers must abide by specific rules governing the
          recruitment and employment of current or former federal employees.
          Approval by the Company's Counsel must be obtained prior to discussing
          employment with such person.

     -    Employees must not offer, promise or deliver a gift of any value to an
          employee or elected or appointed official of the federal government
          for the purpose of influencing official acts or as a reward for
          performing such acts. This includes payment for any meal, refreshment,
          entertainment, travel or lodging expenses of a federal employee or
          elected or appointed official.

     -    Employees may not provide or accept any "kickback" or "rebate" (i.e.,
          anything of value) in connection with a federal contract. You should
          be aware that, with respect to payments to government officials, a
          violation occurs regardless of whether the payment to the government
          official was made with the intent to influence him or her. Under the
          Anti-Kickback Act, the Company must report to the government, in
          writing, whenever it has reasonable grounds to believe that a
          violation has occurred.

     -    Certain federal contracts require employees or officers to certify
          that during the course of a contract procurement they have not engaged
          in activity prohibited by any federal procurement law or regulation.
          No certification should be given without prior consultation with
          Company Counsel.

     -    Employees must comply with all laws (including the Foreign Corrupt
          Practice Act discussed in Section IX below) that apply in the
          countries where AMTROL does business.

     -    Employees involved in administration of federal government contracts
          must abide by the federal privacy laws and regulations applicable to
          the federal agency that maintains the contract.

     -    Employees must not use federal funds under government contracts for
          any lobbying activity designed to influence legislation,
          appropriations or the award of any federal contract.






                                      -17-
<PAGE>


     -    Employees must be accurate and complete in all representations and
          certifications in negotiating or administering federal government
          contracts. Submission of a proposal, quotation, reconciliation, rate
          submission, certification of fact (including those relating to
          domestic origin of goods, independence of pricing determinations and
          pricing relationships with comparable customers) or other document or
          statement that is false, incomplete or misleading can result in
          liability for both the company and the individual. Employees and
          officers have an affirmative duty to disclose to the federal
          government current, accurate, and complete cost, pricing or other
          required data. Estimates must be clearly identified as such. Questions
          should be directed to the Company's Counsel.

     -    The Company may use only legitimate methods to obtain business or
          contracts. It is a federal crime to seek, receive or use information
          the Company is not authorized to possess, such as a competitor's price
          or bid information, or confidential government information.
          Accordingly, even reasonable suspicions regarding such information
          must be reported to the Chief Financial Officer, or to the President
          immediately.

     State laws that govern contractor conduct under Medicaid, children's health
programs, and state or local health plans may vary from the federal rules
outlined above. Contact the Company's Counsel concerning how any individual
state rule might apply.

     In light of how complex the regulatory scheme is that governs government
contracting, the Company requires that before it submits any bid or proposal to
any government agency or government contractor, the Company conduct and properly
document a compliance review, which the Chief Financial Officer must then
review.

               VIII. U.S. LEGAL CONTROLS ON INTERNATIONAL COMMERCE

     All Company employees and representatives must comply with the applicable
laws of any foreign country in which the Company transacts business. In
addition, we must comply with all laws of the United States that apply to our
business conducted outside of our country, even if the foreign country itself
does not enforce these or similar laws.

                                    BOYCOTTS

     Various United States laws impose obligations on the Company in connection
with our relations with customers in countries engaging in international
boycotts. Principally, the laws relate to the Arab boycott of Israel, but they
apply to any boycott of a country friendly to the U.S. Under the Export
Administration Act, U.S. persons or firms are prohibited from taking or
knowingly agreeing to take certain specified actions with the intent to comply,
further, or support any unauthorized boycott. Under the U.S. Internal Revenue
Code, penalties may also be imposed against taxpayers agreeing to participate in
or cooperate with an international boycott or failing to make required reports.
These laws provide for criminal and civil penalties in addition to loss of tax
benefits. These laws require that solicitations to support boycotts or other
restrictive trade practices be reported to the U.S. government






                                      -18-
<PAGE>

     IMPERMISSIBLE CERTIFICATIONS. Set forth below are certifications or
statements which cannot be made by any employee - except on prior approval of
the Company's Counsel:

     1.   Certificate that the product is not of Israeli origin or from another
          boycotted country (i.e., negative certificate of origin).

     2.   Certificate that the Company's carrier is not blacklisted.

     3.   Certificate that the Company's insurer is not blacklisted.

     4.   Certificate or any statement relating to business dealings with or in
          Israel or any other boycotted country, or any entity that is
          blacklisted pursuant to an international boycott. This includes
          positive as well as negative statements. (e.g., it is not permitted to
          say that the Company has dealings with or in Israel.)

The following is an appropriate response to negative certificate requests:

     "We certify that the information contained herein is true and correct and
that the origin of goods is the United States of America. We further certify
that the raw materials, parts and labor used in their manufacture are of U.S.A.
origin. We acknowledge application of the laws of (boycotting nation) to this
transaction."

     FURTHER IMPERMISSIBLE ACTIONS. In any transaction (purchase order, response
to invitation to bid, invoice, letter of credit, etc.), in or out of the U.S.,
by the Company, the Export Administration Act prohibits the doing or agreeing to
do any of the following:

     1.   Refusing to employ or otherwise discriminating against a U.S. person
          on the basis of race, religion, sex or national origin. Example:
          agreeing not to send Jewish employees to an Arab country.

     2.   Discriminating against any corporation or other entity that is a U.S.
          person on the basis of race, religion, sex or national origin of any
          owner, officer, director, or employee of such corporation or
          organization.

     3.   Furnishing information about the race, religion, sex or national
          origin of any U.S. person, or of any owner, officer, director or
          employee of a U.S. person.

     4.   Furnishing information to the Central Boycott Office in Damascus or to
          any other boycott office. Example: not even an annual report can be
          submitted.

     5.   Furnishing information about our business dealings with others in
          response to a boycott-based request or questionnaire.

     6.   Refusing to do business with anyone for boycott-based reasons.






                                      -19-
<PAGE>

     7.   Selecting suppliers or subcontractors on the basis of any
          boycott-based blacklist or whitelist.

     8.   Doing anything with intent to evade the boycott regulations. Example:
          diverting orders to a foreign subsidiary or affiliate to accomplish
          transactions otherwise not allowed.

     TAX IMPLICATIONS OF INTERNATIONAL BOYCOTTS. U.S. tax law imposes reporting
requirements and tax sanctions for agreeing to participate or cooperate with an
international boycott. Specified executives of the Company may be required to
certify annually to the Tax Department as to compliance with these laws.

     The tax law penalizes us if we agree to: (1) refrain from doing business
with Israel, Israelis, or Israeli companies; (2) refrain from doing business
with companies doing business with Israelis or Israeli companies; (3) refrain
from doing business with any Company on the basis of nationality, race or
religion; or (4) refrain from hiring anybody because of his or her nationality,
race or religion.

     In addition, the sanctions apply if we agree to refrain from shipping or
insuring with anyone who does not agree to cooperate with a boycott.

     The "agreement" may be in the "fine print" of a customer's purchase order,
the letter of credit or the shipping instructions. The agreement need not be in
writing, but may be implied from a Company's course of conduct. Once the
agreement is made, the tax sanctions apply not only to that year, but also to
all subsequent years during which the agreement remains in effect, unless the
tainted provisions are specifically renounced and the renunciation communicated
to the customer.

     As a general rule, the Company must report the receipt of any request for
action, if the purpose of the request is to support an unapproved boycott. It is
the mere receipt of a request and not the Company's response that triggers
reporting liability. If you become aware of any such requests, they should be
reported to the Company President.

     REPORTING REQUIREMENTS. As a general rule, the Company must report the
receipt of any request for action, if the purpose of the request is to support
an unapproved boycott. It is the mere receipt of a request and not the Company's
response that triggers reporting liability. If you become aware of any such
requests, they should be reported to the Company Counsel or Company President.

             EXPORT CONTROLS & COMMODITY AND TECHNICAL DATA CONTROLS

     Under the Export Administration Act of 1979 and other laws, certain
commodities and technical data are subject to controls to further fundamental
national security, foreign policy, or short supply objectives. The prohibitions
generally apply to exports from the United States, trans-shipment of goods from
the country of original destination to a third country and exports of foreign
made goods with U.S. content. In addition, certain activities in support of
shipments by








                                      -20-
<PAGE>


foreign persons to embargoed countries or activities of foreign person engaged
in proliferation of weapons of mass destruction are prohibited. No exports of
commodities or data or provision of services in support for shipments of
commodities or data between foreign countries may proceed without an express
determination reviewed by Company Counsel that all necessary licenses have been
obtained and reviewed and that such exports or services are not prohibited.

                            TREASURY EMBARGO CONTROLS

     The United States has imposed a variety of trade embargoes and other
economic sanctions that impact, in varying degrees, trade with certain countries
and certain specially designated individuals and companies in other countries.
These prohibitions are administered by the Treasury Department's Office of
Foreign Assets Control ("OFAC"). Before any Company products are exported or any
other transactions are entered into with foreign parties, a determination must
be made and reviewed by counsel that there are no applicable economic sanctions
that the transaction might violate.

     The OFAC also administers sanctions programs involving Libya, Cuba, North
Korea, Iran, Iraq, Syria, Sudan, Zimbabwe and Burma (Myanmar), certain persons
and entities connected with the former Federal Republic of Yugoslavia, areas of
the Republic of Bosnia and Herzegovina and the Western Balkans, highly enriched
uranium transactions, rough diamond transactions, designated terrorists and
international narcotics traffickers, Foreign Terrorist Organizations, and
designated foreign persons who have engaged in activities relating to the
proliferation of weapons of mass destruction.

     These restrictions vary and are subject to change and may affect imports,
travel, currency transactions, and assets as well as exports, and activities in
support of or facilitating transactions among foreign nationals. The
prohibitions may also extend to indirect conduct including arrangements through
third parties. Individual officers of other companies have been prosecuted for
violation of these regulations through alleged "conscious non-supervision" or
"willful blindness". Employees and Company agents with responsibility for
international activities should consult frequently to determine the legal
requirements applicable in this area, as they may change.

                                   N.A.F.T.A.

     The North American Free Trade Agreement provides that only goods satisfying
its rules of origin requirements are accorded preferential tariff treatment. The
rules are complex and include separate origin rules for automotive goods. Prior
to engaging in transactions covered by N.A.F.T.A. tariff treatment requirements,
it is essential that specific Company procedures, including any Certificates of
Origin that are issued, comply with all applicable N.A.F.T.A. requirements, and
that the Chief Financial Officer review the procedures to be followed in these
transactions prior to any tariff treatment determination.


           IX. BRIBERY PROVISIONS OF FOREIGN CORRUPT PRACTICES ACT AND
                                  RELATED LAWS









                                      -21-
<PAGE>

     The Foreign Corrupt Practices Act of 1977, as later amended, ("FCPA") has
two parts. One part, entitled "Accounting Standards," establishes rules
governing the keeping of books and records and the establishment of internal
control systems by all corporations registered with the Securities and Exchange
Commission. Guidelines and procedures relating to the Accounting Standards
provision of the FCPA are addressed, in part, in Section XII below and in
separate, but related, Company accounting policies. The other part, entitled
"Foreign Corrupt Practices," deals with payments to foreign officials by any
U.S. Corporation or U.S. citizen and penalties for violations of the Act. The
guidelines and procedures set forth below apply to the foreign corrupt practices
part of the FCPA and to various related laws.

     In general, the foreign corrupt practices provisions of the FCPA prohibit
any payment to a "foreign official" for the purpose of influencing him or her to
assist in obtaining or retaining business for any person, including any business
or organization. The FCPA applies to any act or event that is "in furtherance
of" a payment to a foreign official. The FCPA covers not only the actual payment
of money, but also an offer, promise or authorization of the payment of money
and an offer, gift, promise or authorization of the giving of "anything of
value." Thus, an offer, promise or authorization to pay money or give something
of value can violate the FCPA, whether or not any payment or gift is actually
made.

     The FCPA applies to payments to foreign officials (defined to mean an
officer, employee or other person acting in an official capacity for a foreign
government or any department, agency or instrumentality such as a state-owned
business corporation or for a public international organization such as the
United Nations or International Monetary Fund). The FCPA applies to any payment
to any person while knowing or believing there is a high probability that at
least a portion of the money or thing of value "will be offered, given, or
promised, directly or indirectly" to a foreign official, foreign political
party, party official or candidate for public office in a foreign country. Thus,
normal payments to independent third parties such as agents, lawyers,
distributors, contractors, consultants, suppliers, or to joint venture
participants or noncontrolled joint venture entities may be deemed to violate
the FCPA if it appears likely that the recipient makes payments to foreign
officials.

     Payments to foreign officials are illegal under the Act if made for either
of the following purposes in order "to assist . . . in obtaining or retaining
business for or with, or directing business to, any person": influencing any act
or decision of the foreign official in his official capacity or inducing such
foreign official to do or omit to do any act in violation of the lawful duty of
such official; or inducing the foreign official to use his influence to affect
or influence an act or decision of his government. "Retaining business" has a
broad meaning and includes prohibition against corrupt payments relating to the
execution or performance of contracts or the carrying on of existing business,
such as a payment to a foreign official for the purpose of obtaining more
favorable tax treatment.

     The FCPA uses the word "corruptly" to define the act or event which is
defined to be unlawful. The legislative history of the FCPA indicates that
"corruptly" connotes an intentional wrongdoing or evil motive.






                                      -22-
<PAGE>


     The criminal penalties for violating the foreign corrupt practices
provisions of the FCPA are very severe. Corporations are subject to fines upon
convictions of up to $2 million. Individuals who violate the FCPA are subject to
prison sentences of up to five years and fines of up to $100,000. These
penalties may be increased if the harm caused or benefit received as a result of
the violation exceeds the specified fines or if aggravating circumstances are
found to exist. Civil penalties of up to $10,000 may also be imposed against
corporations and individuals. The FCPA states that fines and penalties imposed
upon individuals may not be paid directly or indirectly by any corporation for
which they may have acted.

     In addition to the FCPA, a number of other U.S. criminal statutes have been
used to prosecute corporations and individuals for questionable payments abroad.
The mail and wire fraud statutes have been used to prosecute overseas payments
to foreign officials made by U.S. companies to obtain contract approvals and
work permits. The False Statements Act, which prohibits making false statements
or representations in any matter within the jurisdiction of any department or
agency of the U.S. government, has been invoked in a number of different cases,
including prosecution of a company for allegedly falsifying its Shipper's Export
Declaration form filed with the Department of Commerce because payments to
foreign officials were not deducted in calculating export values. Also, criminal
charges under U.S. currency reporting laws, income tax laws, antitrust laws and
conspiracy laws have been lodged by the U.S. Department of Justice against
various corporations in connection with payments to foreign government
officials.

     Any questions regarding the requirements of the FCPA and related laws
should be directed to the Company's Counsel. It remains imperative that close
and prompt attention be given to any transaction, no matter how insignificant,
that could conceivably give rise to violations of the FCPA. Set forth below are
specific guidelines for all employees.

     1.   No employee in this country or in a foreign country should pay, offer
or authorize any bribe or make any other unlawful payment on the Company's
behalf, no matter how small the amount. This prohibition extends to services and
amenities and payments to consultants, agents or other intermediaries when the
employee has reason to believe that some part of the payment will be used for a
bribe or otherwise to influence government action. Excessive commissions or fees
may be evidence of a bribe.

     2.   Expenditures for meals, entertainment and other normal social
amenities with respect to foreign officials must not be extravagant and must
conform to the laws and customs of the country in which the expenditures are
incurred.

     3.   Gifts may be given to foreign officials only if the gifts are of
modest value and conform to normal social amenities in the official's country.

     4.   AMTROL may pay or provide travel and other expenses of foreign
officials who in the performance of their official duties incur reasonable and
bona fide expenses in connection with AMTROL business operations.








                                      -23-
<PAGE>

     5.   All contributions of money to political parties or officials thereof
or to candidates for political office outside the United States must be approved
in advance by the Company.

     6.   Before engaging an agent, consultant, advisor or joint venture
participant or other representative who may have dealings with a foreign
government, agency or entity thereof on behalf of AMTROL, a sufficient
investigation should be undertaken to ensure that any such representative does
not intend to engage in any improper practices.

     7.   All new or renewal contracts (whether oral or written) with
consultants, representatives, agents, advisors, or joint venture participants
who are expected to have dealings with foreign governments or agencies thereof
or with public international organizations on behalf of AMTROL must be reviewed
in advance by the Company's Counsel. Such contracts must contain a provision
stating the contracting parties will comply with the FCPA, and, if a right to
audit clause is included in such a contract, it should be made applicable to
this provision.

     8.   Neither the Company nor its employees should assist any third party in
violating the laws of any country. This policy applies whether or not the
Company's assistance itself violates the laws of any country.

     9.   It is the Company's policy to obey both foreign and domestic tax laws
and foreign exchange control laws. No employee should, on the Company's behalf,
enter into any transaction which the employee knows or reasonably should know
would violate such laws.

     10.  Complete and accurate records shall be maintained of all transactions,
including transactions that relate in any way to a foreign official. Any
questions on how to record such transactions should be referred to the Company
Counsel.

     11.  Any transactions, no matter how insignificant, which might give rise
to a violation of the FCPA, as well as any questions that may arise pertaining
to matters discussed in this Policy, should be referred to the Company's
Counsel.

                              X. RECORDS RETENTION

     Company records must be retained in a manner consistent with the Company's
existing document retention policy, which incorporates all applicable legal
requirements and mandated holding periods for certain types of records (these
legally mandated holding periods affect certain tax records, environmental,
safety and health records and other types of documents). Steps must be taken to
assure that the Company's document retention policy is available to relevant
personnel and that the document retention policy is implemented. No employee
should tamper with or alter records or documents. No employee should remove or
destroy records or documents prior to the specified date in the document
retention policy or, if the destruction policy is suspended due to threatened or
pending litigation or government investigation. If you have a question as to
whether a record pertains to an investigation or impending proceeding, you must
contact counsel before disposing of it. Note that the term "records" encompasses
records in virtually every form, including, but not limited to, documents,
tapes, photos, computer files, electronic mail.








                                      -24-
<PAGE>

                    XI. INTELLECTUAL AND PROPRIETARY PROPERTY

     Various laws govern the use of material and/or information which may be the
subject of a trademark, patent or copyright or which may be treated as a trade
secret. The Company may use (pursuant to licenses) and own various trademarks,
patents, copyrights and trade secrets, now and in the future. To protect the
Company's rights, employees' use of all such intellectual property must be in
accordance with all applicable laws. Equally as important, the Company is
committed to not infringing the legal rights of third parties with respect to
trademarks, patents, copyrights and secrets owned by them.

     Patents and inventions have become increasingly important assets in our
business. Accordingly, all employees are required to adhere to the following
procedures:

     1.   Disclosure of Inventions.

          All Company employees should make a written submission to the
     Company's Counsel of any invention related to the Company's business which
     reasonably could result in a commercial product, a useable process, or an
     improvement in a commercial product or a useable process. An invention
     record form, available from the Engineering Department or Counsel should be
     submitted promptly after making an invention.

     2.   Notebooks and Other Records.

          All research and development work (including tests) on which you work
     should be recorded in ink in a bound notebook. All entries in your notebook
     should be dated and signed by you and by a witness who has not worked on
     the invention and who has read and understood the entry. Where record
     keeping is mostly on computer, hard copies of significant work should be
     made and kept. The computer printouts should be treated as important
     permanent corporate records and must be given to your supervisor if you
     leave the Company.

     3.   New Product Clearances and Design Change.

          It is AMTROL's policy to respect the valid intellectual property
     rights of others. New products and design changes to existing products
     must, therefore, be cleared for possible infringement of patents held by
     others. Any such new products or design changes must be brought to the
     attention of the Company's Counsel as soon as possible for two reasons (1)
     to guard against infringing rights of others and (2) to protect any
     inventions belonging to the Company. Do not wait until the new product or
     design has gone into production. (You should not wait or delay because,
     among other very important reasons, any publication or public use of an
     invention that takes place before the filing of a patent application in the
     United States may block foreign patent rights.)

     4.   Protecting the Company from Infringement Claims.

          If you learn of a patent that may have an impact on the Company's
     business, you must advise the Company's Counsel immediately.







                                      -25-



<PAGE>
     5.   Protecting the Company's Proprietary Rights and Trade Secrets.

          Whether or not you believe a proprietary matter may in the future be
     submitted for a patent application, you should take steps to protect it
     from unauthorized use by or disclosure to third parties. The Company's
     trade secret and proprietary information, including products in
     development, should only be conveyed to third parties pursuant to
     confidentiality and restricted use agreements prepared by counsel.

                       XII. INTEGRITY OF FINANCIAL RECORDS

          Financial records are the essential mechanism for controlling the
     functioning of the Company in any area. The integrity of these records is
     essential to this function. The following specific policies apply in this
     area:

     1.   No false, artificial or fictitious entries may be made in the
Company's financial records.

     2.   No undisclosed or unrecorded funds or accounts of the Company may be
established or maintained.

     3.   No payment on the Company's behalf may be made with the intent that it
may be used for any purpose other than that described by the documents
supporting the payment.

     4.   No dual or hidden set of official books may be maintained for any
purpose.

     5.   The Company's receipts and assets may not be deposited or maintained
in any checking, loan, savings or other account or in a safety deposit or lock
box at a financial institution or other location or facility without the
approval of the Company President.

     6.   Public Disclosure Obligations. As a company filing annual, quarterly
and other reports with the Securities and Exchange Commission, it is of critical
importance that our filings with the SEC be accurate and timely. Depending on
his or her position with the Company, an employee, officer or director may be
called upon to provide necessary information to assure that our public reports
are complete, fair and understandable. The disclosure process is overseen by the
Disclosure Committee, consisting of the President, the Chief Financial Officer,
the Controller and other members of senior management. The disclosure process is
designed to record, process, summarize and report material information to
securityholders as required by applicable laws. Participation in the disclosure
process is a requirement of a public company, and full cooperation and
participation by members of the Disclosure Committee, and, upon request, other
employees in the disclosure process is a requirement of this Business Conduct
Policy. The Company expects employees, officers and directors to take this
responsibility seriously and to provide prompt accurate answers to inquiries
related to our public disclosure requirements. All of our books, records,
accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions and must conform both to
applicable legal requirements and to our system of internal controls. Unrecorded
or "off the books" funds or assets should not be maintained unless permitted by
applicable law or regulation.





                                      -26-
<PAGE>


                 XIII. CONFLICTS OF INTEREST & DUTIES OF LOYALTY

     LOYALTY TO THE COMPANY. No employee should be or seem to be subject to
influences, interests or relationships which conflict with the best interests of
the Company. Employees must avoid actions or relationships that conflict or
appear to conflict with their job responsibilities or the interests of the
Company.

     A conflict of interest occurs when an employee's private interest
interferes in any way, or appears to interfere, with the interests of the
Company as a whole. Conflicts of interest also arise when an employee, or a
member of his or her immediate family (including spouses, children, parents,
parents and children in-law and anyone who shares an employees home), receive an
improper personal benefit as a result of that employees position with the
Company.

     No employee, consultant, agent or representative of the Company may have a
direct or indirect personal interest in a party transacting business with the
Company or in a transaction involving the Company or in an entity with interests
adverse to the Company without the express consent of the Board of Directors.
Disclosures of personal interest or other circumstances which might constitute
conflicts of interest must be made promptly by the employee to the President of
the Company and its Board of Directors. They will arrange for resolution of a
potential conflict in a manner best suited to the interests of the Company and
the individual. When an employee confronts a possible conflict of interest,
prompt and full disclosure is the correct first step towards solving the
problem.

                          SPECIFIC POLICY APPLICATIONS

     This Policy does not attempt to describe all possible conflicts of interest
that could develop. Some of the more common conflicts from which employees of
the Company must refrain are set out below.

     1.   An employee who owns, directly or beneficially, a significant
financial interest in an actual or potential supplier of goods or services or in
a customer, or in a company in which the Company has an equity interest, may
not, without full disclosure and specific written clearance by the Board of
Directors, be assigned to a position in which the employee can influence
decisions with respect to business with such supplier, customer or company.
Likewise, a conflict of interest will be deemed to exist if such an employee
acts as a director, officer, employee, partner, consultant or agent of such a
business.

     Clearly included are employees who draw specifications for suppliers'
products or services; recommend, evaluate, test or approve such things; or
participate in the selection of, or arrangements with, suppliers.

     2.   Accepting entertainment from an actual or potential competitor,
supplier or customer is prohibited.









                                      -27-
<PAGE>

     3.   The acceptance of gifts, gratuities, special allowances, discounts or
other benefits not generally available to AMTROL is not permitted.

     4.   No information obtained as a result of employment may be used for
personal profit or as the basis for a "tip" to others unless such information
has been made generally available to the public by the Company. This is true
whether or not direct injury to the Company appears to be involved. However, it
also embraces any situation in which undisclosed information may be used as the
basis for inequitable bargaining with an outsider. For example, a tip to a
friend about real estate property or a license which an employee knows is being
considered for purchase or development by the Company would constitute a
conflict.

     5.   Appropriating for personal benefit a business opportunity that the
Company might reasonably have an interest in pursuing, without first making the
opportunity available to the Company.

     6.   Outside activities that materially detract from or interfere with the
full and timely performance by an employee of his or her services for the
Company.

                        XIV. SPECIAL EMPLOYEE OBLIGATIONS

     1.   CONFIDENTIAL & PROPRIETARY INFORMATION. No employee may disclose to
anyone, or use, while employed or thereafter, any Confidential Information
concerning the Company except as necessary to fulfill the obligations and
perform the duties of the employee's position with the Company. Confidential
Information includes, without limitation, information, knowledge or data about
the Company's businesses, legal matters and exposures and liabilities,
processes, products, methods, formulae, customers, customer-related information,
prices, costs, business plans, legal matters, know-how, machines, manufacturing,
compositions, services, purchasing, research and development, finance, data
processing, engineering, inventions or discoveries. Confidential Information
includes information whether or not it might be deemed a trade secret but does
not include matters which are generally available to the public.

     Changes in employment status do not change an employee's responsibilities
and obligations in relation to confidentiality, and upon leaving the Company's
employ for any reason, no employee may take, without the Company's written
consent, any drawing, document, record, copy, transcript or similar writing,
photograph or other printed, written or recorded matter embodying any
Confidential Information, and must turn over to the Company all such photographs
or other printed, written or recorded matter which are within the employee's
possession or control.

     2.   INVENTIONS AND PATENTS. All inventions, discoveries, improvements,
trade secrets, innovations and ideas, whether patentable or not, which are or
have been made, conceived or discovered by any employee, individually or jointly
with others, during his or her employment, whether or not during working hours,
and within six months thereafter, and which in any way relate to the Company's
business, arise out of any work done for or any information or assistance
received from the Company, or relate to any actual or anticipated research or







                                      -28-
<PAGE>

development activity of the Company, are the Company's property (and are
referred to herein as "Inventions").

     All employees, in agreeing to comply with the terms of this Policy in the
attached certification form, assign to the Company any right, title or interest
he or she may have to any Invention and agree to execute any and all documents
necessary to effect such an assignment. All employees must disclose promptly all
Inventions to the Company and execute promptly upon request, during or after
employment, any documents to transfer title, in any country, to any Invention,
to the Company or its successors or assigns or to enforce patents, trademarks or
copyrights thereon. Employees must also reasonably assist the Company in any
litigation involving Inventions, or the Company's patents, trademarks or
copyrights with which they have been materially involved.

     Whether or not the Company owns an Invention made by any employee while
employed, if the employee uses any of the Company's equipment, supplies,
facilities or trade secret information to make or conceive the Invention, the
employee will be deemed to have granted the Company a royalty free right to
make, use and sell the Invention.

     3.   COMPETITION. No employee may render services, directly or indirectly,
either on his or her own behalf or for anyone else, in connection with any
equipment, product or service that is competitive to equipment, products or
services manufactured, designed, sold or supplied by the Company. No employee
may serve as a consultant to, or as a director, officer, employee, partner,
agent or representative of an organization, person or persons that are or
potentially are competitors of the Company.









                                      -29-
<PAGE>


                                   AMTROL INC.

                     BUSINESS CONDUCT POLICY - CERTIFICATION

Name

Address




I certify that:

     1.   I have read the booklet entitled AMTROL Inc. Business Conduct Policy
at least once and fully understand my responsibility to comply with the
requirements, principles and policies contained in it. I agree as a condition of
my employment and continued employment to comply with all of the requirements
contained in this booklet. I recognize that my failure to comply with such
principles and policies will be cause for disciplinary action or termination of
my employment.

     2.   Except as stated on the reverse side of this page, to my knowledge I
have not violated any local or foreign laws in connection with the business of
the Company and I am not aware of any such violation.

     3.   I have no interest which might be deemed a conflict of interest under
this policy, except as stated on the reverse side.



Signature


Date

NOTE: RETURN THIS PAGE TO THE HUMAN RESOURCES DEPARTMENT IF YOU HAVE MADE NO
STATEMENT ON THE REVERSE SIDE. IF YOU HAVE A STATEMENT TO MAKE, RETURN IT TO THE
COMPANY COUNSEL.